AND MANAGEMENT DISCUSSION AND ANALYSIS

TO THE MEMBERS

Your Directors have pleasure in presenting their Seventy- ninth Report and the Audited Financial Statements of the Company for the financial year 2022-23.

Requirements) Regulations, 2015, as amended from time to time (“SEBI Listing Regulations”) is available on the Company's website at https://www.abbott.co.in/investor- relations.html. The said Policy lays down various factors which are considered by the Board while recommending the dividend for the year.

(RS. in Crores)

Your Directors have recommended a final dividend of ? 180/- and special dividend of ? 145/- per share for the year ended March 31, 2023 on 2,12,49,302 fully paid-up Equity Shares of ? 10/- each for approval of the shareholders at the forthcoming Annual General Meeting. The said dividend, if declared will absorb a sum of? 690.60 Crores.

In terms of the provisions of the Income-tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands ofthe shareholders. Your Company shall, accordingly, make the payment of the proposed dividend for the year ended March 31,2023 after deduction of tax at source.

Dividend Distribution Policy adopted by the Company in terms of requirements under the Securities and Exchange Board of India (Listing Obligations and Disclosure

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

In the last decade, India has been one of the fastest growing economies, and the GDP is expected to grow at 6.4% in 2023-24 as reported by Asian Development Bank. The acceleration in GDP growth can be attributed to multiple reasons, including favorable demographics, strong investment capital flows and technological efficiency and productivity gains.

As per the India Brand Equity Foundation, the Indian pharmaceutical industry is currently ranked third in pharmaceutical production by volume after evolving over time into a thriving industry growing at a CAGR of 9.43% for the past nine years. Generic drugs, over-the-counter medications, bulk drugs, vaccines, contract research and manufacturing, biosimilars and biologies are some of the major segments of the Indian pharma industry. India also has the greatest number of pharmaceutical manufacturing facilities that are in compliance with the US Food and Drug Administration (USFDA) and has 500 Active Pharmaceutical Ingredient (API) producers that contribute to around 8% of the worldwide API market. The domestic pharmaceutical industry includes a network of approximately 3,000 drug companies and 10,500 manufacturing units.

Indian drugs are exported to more than 200 countries in the world. As per the India Brand Equity Foundation, India is the largest provider of generic drugs globally and is known for its affordable vaccines and generic medications. Indian pharmaceutical sector supplies over 50% of global demand for various vaccines, 40% of generic demand in the US and 25% of all medicine in the UK.

As the world's pharmacy, India's pharmaceutical exports have increased by 138%, rising from ? 37,987.68 Crores in 2013-14 to ? 90,324.23 Crores in 2021-22.

As per IQVIA, India's domestic pharmaceuticals market (IPM) is estimated at ? 2,21,922 Crores in 2023 with growth of 9.5% vs growth of 6.6% in 2022. Branded generics dominated the domestic prescription pharmaceutical market, accounting for around 80% of sales by value as per IQVIA. While there are continuous efforts to raise the regulatory bar, a company's reputation and brands are still widely regarded as indicators of quality. The market is expected to grow at a CAGR of 8.8% between 2022-2027 reaching ? 3,08,329 Crores by 2027, driven by economic growth, increasing penetration of health insurance and increased private sector investment.

• Co-marketing Agreements : Promotional tie-ups between foreign companies and local partners are an established feature of the market, but co-marketing deals for new drugs have been increasingly introduced over the last few years. For multinationals, these agreements enable more widespread detailing of key brands, while for local manufacturers, which have seen lesser access to new drugs, these agreements offer opportunities to broaden existing portfolios. Partnerships between Indian companies and MNCs are expected to continue to grow due to benefits provided to both parties, as well as the opportunity to make relevant patient impact.

• E-pharmacy and Pharmacy Chains : The retail pharmacy sector is estimated to comprise of at least 6,00,000 licensed outlets. Most are small, independent businesses, but pharmacy chains and e-pharmacies are a growing force. Pharmacy chains have expanded aggressively with MedPlus at 3,000+ stores and Apollo at 4,000 stores. In 2022, the market for online pharmacies was worth ? 25.50 billion. It is anticipated to expand at a compound annual growth rate (CAGR) of 22.20% from 2022 to 2027. This will increase access to organized pharmacies across the country and consequently drive increased demand and healthy competition.

• Ayushman Bharat : The central government's health insurance scheme, Ayushman Bharat-Pradhan Mantri Jan Arogya Yojana (AB-PMJAY), is expected to drive increased public health insurance coverage. In January 2023, as per Economic Survey 2022-23, the scheme covered 22 crore beneficiaries with the provision of hospital care to an annual value of 5,00,000 per family. There are over 1.54 lakh Health and Wellness Centers (HWCs) across India, with over 135 crores footfall at

these HWCs. Further, the HWCs have also enabled over 87 crore screenings of non-communicable diseases. More than 31 crore health accounts have been created under the Ayushman Bharat Digital Mission, and over 7.5 crore health records have been linked. While coverage under the scheme itself is limited to hospital inpatient care, it will allow a growing number of patients to gain access to healthcare, increasing rates of diagnosis and raising disease awareness. This will further benefit private clinics and the retail pharmacy sector.

• Price Controls and Regulations : As per India Brand Equity Foundation, the National Pharmaceutical Pricing Authority (NPPA) had brought as many as 384 formulations under price control in 2022 and has now additionally fixed the ceiling price of 93 essential formulations including pain killers and drugs used to treat cancer, rheumatoid arthritis, heart disease, bacterial infections, pneumonia, tuberculosis, thyroid, epilepsy and urinary tract infections. Additional downward pressure could come from Trade Margin Rationalization to more non-scheduled drugs used for the long-term treatment of chronic conditions.

• OTC Drug Regulations : The OTC sector in India has been growing at a healthy rate driven by increased access to information and an evolving, and more informed consumer. The Drugs Technical Advisory Board (DTAB) approved a new OTC regulation policy in January 2022 to create an explicit OTC category and remove ambiguity from the current OTC definition. Post acceptance of the proposed amendment to the Drugs and Cosmetics Act, up to 100 drugs currently dispensed under a prescription can be shifted to the OTC category.

• Uniform Code of Pharmaceuticals Marketing Practices (UCPMP) : UCPMP, while currently voluntary, could b ecome mandatory in the future. A mandatory code would require ethical marketing practices to be followed by all Companies. Given that the Company has a strong compliance process in place, it would be well positioned under a strict enforcement of UCPMP.

The Company has consistently grown above market* in the last several years with a clear focus on providing scientific, trusted products, backed by expert clinical support. The Company's position has been enhanced through consistent scientific engagement with doctors, increasing geographic penetration, strong customer insights, innovative products and a comprehensive pill plus service approach.

Abbott India Limited

interest Coverage Ratio has increased because of accounting impact of Ind AS 116-Leases.

There is no significant change except Interest coverage ratio (i.e., change of 25% or more as compared to the immediately previous financial year) in the Key Financial Ratios.

The above ratio is used to quantify a Company's effectiveness in collecting its receivables or money owed by customers. The ratio shows how well a Company uses and manages the credit it extends to customers. It is calculated by dividing Revenue from Operations by average trade receivables.

Inventory Turnover is the number of times a Company sells and replaces its inventory during a period. It is calculated by dividing Cost of goods sold by average inventory.

The Interest Coverage Ratio measures how many times a Company can cover its current interest payment with its available earnings. It is calculated by dividing Earnings Before Interest and Taxes by finance cost.

The Current Ratio is a liquidity ratio that measures a Company's ability to pay short-term obligations or those due within one year. It is calculated by dividing the current assets by current liabilities.

The Debt Equity Ratio is used to evaluate a Company's financial leverage. It is a measure of the degree to which a Company is financing its operations through debt versus wholly owned funds. It is calculated by dividing a Company's total lease liabilities by its Shareholder's equity.

Operating Profit Margin is a profitability or performance ratio used to calculate the percentage of profit a Company produces from its operations. It is calculated by dividing the Earnings Before Interest and Taxes by Revenue from Operations.

The Net Profit Margin is equal to how much net income or profit is generated as a percentage of revenue. It is calculated by dividing the profit for the year by Revenue from Operations.

Return on Net Worth is a measure of profitability of a Company expressed in percentage. It is calculated by dividing profit after tax for the year by average capital employed during the year.

The Company operates in a single reportable business segment

i.e., “Pharmaceuticals”. The Company provides products and solutions across various therapeutic areas such as Women's Health, Gastroenterology, Central Nervous System, Metabolics, Multi-Specialty and Vaccines.

Performance for the year under review in these therapeutic areas is highlighted below:

• Women's Health : This year, the Women's Health portfolio showed degrowth of 8.4%, mainly due to increased competition from generics in dydrogesterone market. The Company continued to enhance the connect with healthcare professionals through omnichannel campaigns and initiatives driving advocacy, while strengthening Duphaston's positioning in the management of miscarriages and infertility.

Further, shaping the treatment landscape for menopause in India will be another key priority area for the Company and we will continue to build Femoston in this therapeutic area over the next few years. We launched the following new products to build on our

Revenue from Operations: Revenue from Operations for the year ended March 31, 2023, is ? 5,348.73 Crores in comparison to ? 4,913.32 Crores last year, recording a growth of 8.9%.

Profit Before Tax : Profit Before Tax for the year ended March 31,2023, is ? 1,273.82 crores, which grew by 18.0% over the previous year.

Women's health portfolio during the year i.e., Femoston Mini (post-menopausal symptoms), Solfe extra tablet (iron deficiency anemia) and Cetropro vial (IVF).

• Gastroenterology (GI): The Gastroenterology portfolio showed a robust growth of 10.5% and consolidated its market share in the segment. GI brands continued to be the key growth driver for the Company. Strong acceleration in 2022-23 was driven by the top brands in this segment, i.e., Udiliv(cholestatic chronic liver disease), Duphalac (constipation), Cremaffin Plus (constipation) and Creon (pancreatic exocrine insufficiency). These brands maintained their leadership position and market dominance with increased geographic presence, differentiated medico marketing programs and targeted micro market interventions. Other brands like Ganaton (gastrointestinal dysmotility) and Librax (irritable bowel syndrome), continued to outperform the market*. Our commitment to focus on new launches and build the existing top brands yielded substantial results accelerated portfolio growth.

During the year, Cortirowa OD (ulcerative colitis), Digeraft XT (gastroesophageal reflux), Digeraft Plus (gastroesophageal reflux) and Cremagel-L (anal fissures) were launched. Digeraft (anti reflux antacid) continued to be one of our best performing new products in 2022-23. Several beyond the pills offerings have also been significantly scaled up with the introduction of newer services such as EGG (Electrogastrogram) for enhancing dysmotility diagnosis in India. The Company plans to stay invested in extending better diagnosis support to patients in core therapy areas.

The Company will continue to identify need gaps in core therapy areas to maintain therapy leadership, launch new products to augment portfolio offerings, and support consumers with comprehensive and differentiated service offerings, to further accelerate mid-sized brands and enable disruptive growth of new product launches. The focus will remain on integrating and building a strong, sustainable and profitable hybrid promotional model for consumer facing legacy brands like Cremaffin and Digene by strengthening targeted consumerization and ethical promotional initiatives in the laxatives and antacids category.

• Central Nervous System (CNS) : The largest therapy area for the CNS business is vertigo, which grew by 4.1% over the previous year with Vertin delivering a market beating growth*. This has been made possible with the differentiated initiatives and campaigns, consistent therapy shaping initiatives, and successful product life cycle management.

• Metabolics : The Metabolics portfolio achieved strong double-digit growth of 14.5% driven by the success of Abbott's flagship brand Thyronorm. Thyronorm grew faster than the represented market* and has maintained its market dominance*. The brand is driven by digital interventions to enhance scientific engagement, therapy shaping initiatives in collaboration with reputed bodies like Association of Physicians of India, Indian Medical Association and the Indian Thyroid Society. Multi-channel awareness campaigns continue to be an important lever aiming to provide credible information around thyroid disorders and resulting symptoms. During the year, Thyronorm 200 meg (hypothyroidism) and India's first Liothyronine (T3) molecule-Linorma T3 (hypothyroidism) were launched. Additionally, Combinorm grew faster than the market* and continues to establish the usage of pre-probiotics in the treatment of bacterial vaginosis.

• Multi-Specialty : Under Multi-Specialty, the Company offers products for insomnia, vitamin D, pre-term labor and pain management. This business has grown 4.7% in 2022-23 and is consistently growing higher than represented market*. Zolfresh (insomnia), Arachitol portfolio (vitamin D), Brufen (analgesics) and Duvadilan (preterm labor) are the key contributors to this business. Differentiated public awareness initiatives helped in creating awareness through experts. Scientific therapy initiatives in collaboration with India's leading scientific bodies, were launched during the year. Going ahead, the focus will be to establish our base brands and build them into mega brands for the company. We also want to strengthen our new products pipeline to offer an even more comprehensive portfolio to covered specialties. During the year, Brufen P (pain and fever) was launched under this business.

• Vaccines : The key brands in the vaccines portfolio are Influvac (influenza), Enteroshield (typhoid), Havshield (hepatitis A), Rotasure (rotavirus diarrhea), and JE Shield SD (Japanese encephalitis). Vaccine business grew by 5.5% during the year. We led robust medico-marketing and awareness plans to improve the pediatric vaccination numbers, especially for Influenza vaccination. We also launched several mother education initiatives under our Influenza flagship program and initiated several educational activities under our influenza flagship program. In partnership with US-India Strategic Partnership Forum (USISPF), Federation of Obstetric and Gynecological Societies of India (FOGSI), Indian Chest Society (ICS), guidelines for adult vaccinations

for critical patients were drafted and launched. The Company is working with National Technical Advisory Group on Immunization (NTAGI) to further build guidelines on influenza vaccinations for adults in high-risk groups. There are focused efforts though print and social media, along with campaigns on radio and parental platforms to create awareness. ‘In-Home- Vaccination' and the ‘Influvac microsite' were launched specifically for healthcare professionals for better services and to improve vaccine compliance. We will continue to expand the market for both pediatric and adult populations through newer patient services and product launches to strengthen the portfolio.

Evidence-based medicine is gaining importance in empowering Healthcare Professionals (HCPs) to ensure better patient care. Research studies undertaken by the Company, ranging from real-world evidence-based studies (observational or epidemiological) to registration studies, have been instrumental in defining and driving organizational strategies and creating high-quality scientific evidence, thus aiding the optimization of healthcare.

During the year, the Company completed 6 clinical studies and executed 8 new clinical studies and published 18 articles in major indexed journals. All the studies were conducted in compliance with Good Clinical Practice (GCP) and regulatory requirements.

The pharmaceuticals industry is expected to grow at 9.5% in 2023. This continued economic growth, along with reduced Covid-19 impact, is expected to drive the market growth of non-Covid-19 therapies. We have also witnessed a global behavioral shift towards preventative care and remaining healthy, which is also expected to drive market growth in India. For Abbott, this market growth would present opportunities to provide relevant products and solutions to our customers.

In 2023, the Company we aim to and continue gaining share in the Indian pharmaceutical market. Some the key drivers that will help us deliver on our ambition are :

Focused efforts are being made to accelerate growth of current brands and future launches with clearly defined strategies, developed through in-depth analysis ofmarket trends along with our capabilities and strengths. Shaping of key therapies is critical to drive leadership and ensure consistent market beating growth.

• Beyond-the-pill patient support : Engaging patients directly for education, counselling or compliance support is crucial today due to their increased awareness. The Company has been at the forefront of patient support programs and has continued expansion with new programs. For example, we've worked around menopause to help women improve their quality of life. Our existing programs have shown success in ensuring therapy adoption and adherence and we plan to explore targeted partnerships with other industry players and start-ups to expand the same.

• Multi-channel doctor engagement : A key focus of the Company is engaging with doctors through multiple physical and digital touchpoints. This is likely to help reach a larger base of doctors. We are also constantly revamping our knowledge platforms to be able to provide more relevant information to doctors.

• Increase portfolio depth : We continue to focus on new launches to ensure presence in strategic therapeutic areas and leverage loss of exclusivity of critical brands. We have built a robust plan for our new product pipeline across therapies.

The Indian pharmaceutical industry operates under a highly regulated environment. Tighter norms for clinical trials as well as for development of new drugs and treatment may impact the industry growth, but are beneficial in the long run. Growing competition from generic medicines, dependence on imports for Active Pharma Ingredients (API), supply chain disruption due to geopolitical incidents, pose challenges to the industry and the Company. The Company remains at the forefront of these challenges and continue to develop new products at an affordable price point to meet evolving patient needs.

The Company has an internal control mechanism commensurate with its size and nature of business.

These systems provide a reasonable assurance on achievement of its operational, compliance and reporting objectives, including safeguarding the Company's assets, prevention and detection of frauds, accuracy and completeness of accounting records and ensuring compliance with corporate policies.

This mechanism is sound in design and the framework is continuously evaluated for effectiveness and adequacy. The mechanism operates through well-documented standard operating procedures, policies and process guidelines and segregation of duties. Periodic analysis and reviews are

conducted by the senior management to assess its efficiency. Also, the same is discussed with auditors on a regular basis. Change in control structure is carried out to meet business needs along with control effectiveness.

The Internal auditplanis finalized based on current perception of internal control risk and compliance requirement in consultation with the operating divisions. The Internal Auditors, as a part of their audits, review the design of key processes to assess the adequacy of controls and propose remedial measures, wherever required.

The Internal Audit Reports issued by the Internal Auditors are discussed with the Senior Management and presented to the Audit Committee on a quarterly basis. An independent and empowered Audit Committee reviews the significant observations and assesses the adequacy of the actions proposed while monitoring their implementation. The Internal Auditors conduct a quarterly follow up for implementation/remediation of all audit recommendations and the status report is presented to the Audit Committee on a regular basis.

The Company has implemented both preventive and detection controls. Appropriate corrective actions taken to reduce the risks include the following:

• The Abbott Code of Business Conduct requires annual certification by all employees;

• The Compliance Committee is formed with representatives from all the operating groups;

• Senior Management has oversight of the compliance programs;

• The Business Compliance Cell is assigned the responsibility of training, monitoring and ensuring employees' compliance with the Company's policies and procedures;

• The Company has a Whistle-Blower mechanism in place;

• Internal Investigation reports are presented before the Audit Committee on a quarterly basis;

• Business divisions have periodic meetings with the Director-Office of Ethics and Compliance, to monitor and discuss compliance with various business processes.

For the year ended March 31, 2023, the Management has assessed the adequacy and effectiveness of internal controls over financial reporting and basis the assessment, believes that the processes are working efficiently and effectively. The Statutory Auditors have confirmed adequacy of the internal controls over financial reporting and its operating effectiveness.

During the year, the Board of Directors, basis the recommendation of the Nomination and Remuneration Committee, has approved the re-appointment of Ms Shalini Kamath (DIN : 06993314), as an Independent Director of the Company for a period of 5 (five) years effective October 29,

2022, not liable to retire by rotation. This was approved by the Shareholders through Postal Ballot on November 12, 2022.

Mr Rajiv Sonalker will retire as Whole-time Director effective June 30,2023. The Board places on record appreciation for his contribution during his tenure.

The Board, upon recommendation of the Nomination and Remuneration Committee at its Meeting held on May 19,

2023, approved the appointment of Mr Mahadeo Karnik (DIN : 02606595) as Additional Director on the Board of the Company effective July 1, 2023 subject to approval of the Shareholders at the forthcoming Annual General Meeting.

In accordance with Section 152 of the Companies Act, 2013, Mr Kaiyomarz Marfatia (DIN : 03449627) and Ms Sabina Ewing (DIN : 09201770) retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 (“the Act”) and the SEBI Listing Regulations. All the Independent Directors have registered themselves in the Independent Director's Database managed by the Indian Institute of Corporate Affairs.

Five Board Meetings were held during the year 2022-23 on May 17, 2022; August 10, 2022; November 14, 2022; February 10, 2023 and March 17, 2023. The intervening gap between the Meetings was within the period prescribed under the Act, Rules framed thereunder read with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors.

The Company has adopted the Policy on Nomination and Appointment of Direetors/Criteria for appointment of Senior Management and Remuneration Policy as per the provisions of Section 178(3) of the Act and the Rules framed thereunder. The said Policies are available on the Company's website at https://www.abbott.eo.in/investor-relations.html.

Nomination Policy acts as a guideline for determining qualifications, positive attributes, independence of Directors and matters related to the appointment and removal of Directors and Senior Management.

The Policy lays down:

i. criteria, terms and conditions with regard to identifying suitable candidates who are qualified to become Directors and Senior Management;

ii. appointment mechanism for Managing Director/ Executive and Non-Executive Directors/Independent Directors/Key Managerial Personnel and Senior Management;

iii. tenure of Managing Director/Executive Directors/ Independent Directors;

iv. their removal process and succession planning.

Remuneration Policy lays down the Company's philosophy and criteria as well as manner of determining the remuneration of Managing Director, Executive/ Non-Executive Directors, Independent Directors, Senior Management, Key Managerial Personnel and other employees.

The Company has adopted the Board Evaluation Framework and Policy based on recommendation of the Nomination and Remuneration Committee, which sets a mechanism and criteria for evaluation of the Board, Board Committees and Directors, including Independent Directors. The same is available at https://www.abbott.co.in/investor-relations. html.

Every year, Directors evaluate the effectiveness of the Board and its Committees in performing its governance and oversight responsibilities. Directors assess the performance of their peers, as well as the full Board of Directors and each of the Committees on which they serve through online questionnaire.

Online Evaluations solicit feedback on various parameters described below:

For Board: Structure and composition of the Board, frequency and number of meetings, devotion of time for important business matters-financials, monitoring internal controls/ code of conduct/insider trading policy/risk management framework and emerging risks/governance and compliance issues, adequate access to information for effective decisionmaking, strategic guidance to management through regular interactions and cohesiveness in the overall working that facilitates open discussion.

For Committees : Structure and composition of the Committees, adequacy of charter and working procedure, frequency of meetings, if the Committee is functioning as per the charter and if the Committee recommendations contribute effectively to the Board decision-making.

For Directors : skill set, knowledge, attendance, effective participation at Board/Committee meetings, their contribution at the meetings, leveraging on his/her experience to provide the necessary insights/guidance on Board discussions and display of candor in expressing views even when they are in divergence with the rest of the Board, etc.

Review and discussions:

• Results are presented in the form of anonymized reports;

• The Nomination and Remuneration Committee reviews peer and Board Reports;

• Reports are then shared with the Board for review and discussions.

Feedback incorporation:

• Basis the feedback, enhancement opportunities are identified and implemented as appropriate;

• The Chair of the Nomination and Remuneration Committee discusses peer evaluation results with individual directors as needed.

During the year 2022-23, evaluation of the Board, Committees and Directors was conducted as per the process described above. Also, the Independent Directors conducted separate assessment of the Board, Non-Independent Directors and the Chairman basis the feedback from the other Board Members.

Mr Vivek V Kamath, Managing Director, Mr Rajiv Sonalker, Chief Financial Officer and Ms Krupa Anandpara, Company Secretary, are the Key Managerial Personnel of the Company as on March 31,2023.

Mr Rajiv Sonalker will retire as Chief Financial Officer of the Company effective June 30, 2023. The Board upon recommendations of the Audit and Nomination and Remuneration Committees, approved the appointment of Mr Sridhar Kadangode as Chief Financial Officer of the Company effective July 1,2023.

Ms Krupa Anandpara has resigned and will cease as Company Secretary and Compliance Officer of the Company effective June 30,2023.

The Audit Committee comprises of Ms Anisha Motwani (Chairperson), Mr Munir Shaikh, Mr Sudarshan Jain and Ms Shalini Kamath. Role of the Committee is provided in the Corporate Governance Report, forming part of this Report. The recommendations made by the Audit Committee during the year were accepted by the Board.

The Company has in place Vigil Mechanism/Whistle-Blower Policy called “Abbott India Limited-Procedure for Internal Investigations”. It lays down a mechanism for reporting and investigation of all unethical behavior, alleged or potential violations of laws, regulations or Abbott Code of Business Conduct, policies, procedures or other standards.

A report indicating the number of cases reported, investigations conducted including the status update is presented before the Audit Committee, on a quarterly basis.

The said Policy is available on the website of the Company at https://www.abbott.co.in/investor-relations. html. Employees have numerous ways to voice their concerns and are encouraged to report the same internally for resolution.

The said Policy provides for adequate safeguards against retaliation and access to the Chairperson of the Audit Committee.

Any concerns/grievances can be communicated through various sources as provided under the said Policy or via toll free number 0008001001058 or online at https://speakup. abbott.com.

Pursuant to Section 134(5) of the Act, your Directors state that:

a) in the preparation of the Annual Accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the Profits of the Company for that year;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts of the Company on a going concern basis;

e) they have laid down adequate internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The Company has in place the Policy on dealing with Related Party Transactions and Materiality in terms of requirements of the Act and the SEBI Listing Regulations. The said Policy is available on the Company's website at https://www.abbott. co.in/investor-relations.html.

As per the said Policy, all Related Parties Transactions are pre-approved by the Independent Directors, Audit Committee and Board, as and when required as per the requirements under the Act and SEBI Listing Regulations. The details of actual transactions are reviewed by the Audit Committee on a quarterly/annual basis. Material transactions, if any, with the Related Parties are pre-approved by the shareholders.

The Company enters into the business transactions with various Abbott affiliate Companies (“Related Parties”) in the normal course of business and on arm's length basis.

All the transactions with the Related Parties entered into during the financial year 2022-23 were pre-approved by the Independent Directors and Audit Committee. Actual Transactions are placed before the Audit Committee on a quarterly basis. Material Related Party Transactions are approved by the Shareholders, as and when required. The details of the same are provided in Note 38 to the Financial Statements.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations, the Company has filed half yearly reports on Related Party Transactions with the BSE Limited.

Pursuant to the Section 124 and other applicable provisions of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all dividends which remain unpaid or unclaimed for a period of seven years, are required to be

transferred by the Company to the IEPF, established by the Government of India. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

In accordance with the said requirements, during the year, the unpaid dividend and shares were transferred to IEPF. The details of the same are provided in the Corporate Governance Report.

The CSR Policy is available on the Company's website at https://www.abbott.co.in/investor-relations.html.

The Company spent an amount of? 19.36 Crores on various CSR programs during the financial year 2022-23. The Annual Report of the CSR activities undertaken by the Company is annexed as “Annexure I” and forms part of this Report.

The Company has formulated a “Risk Management Policy” which includes:

• Risk identification framework (including Environment, Sustainability and Governance related risks [ESG]);

• Risk mitigation measures;

• Business Continuity Plan (BCP).

The framework above covers financial, operational, HR, reputational, sectoral, cybersecurity, ESG and any other risk determined by the Risk Management Committee (RMC).

Risk Management Policy is directed to enable Management to effectively deal with uncertainty and associated risk and opportunity, enhancing the capacity to build value. Broadly, the Policy Framework encompasses:

• Aligning risk appetite and strategy considering the risk appetite in evaluating strategic alternatives, setting related objectives and developing mechanisms to manage related risks;

• Enhancing risk response decisions and select among alternative risk responses-risk avoidance, reduction, sharing and acceptance;

• Reducing operational surprises and losses by identifying potential events and resultant responses, thus reducing surprises and associated costs or losses;

• Identifying and managing multiple and crossenterprise risks;

• Seizing opportunities by considering a full range of potential events and thus identify and proactively realize opportunities;

• Improving deployment of capital through robust risk information to effectively assess overall capital needs and enhance capital allocation.

These capabilities inherent in this Framework help in achieving the performance and profitability targets and prevent loss of resources.

This Risk Management Framework is directed to help ensure effective reporting and compliance with laws and regulations, avoid damage to the Company's reputation and associated consequences.

Risk Management Framework enables the Company to avoid pitfalls and surprises along the way.

• Board of Directors

The Board provides oversight about Risk Management and is responsible for approving Risk Management Framework. The Board has constituted Risk Management Committee with defined roles and responsibilities.

• Audit Committee

Audit Committee conducts evaluation of Risk Management systems and such other functions as may be assigned by the Board from time to time.

• Risk Management Committee

Key roles and responsibilities are outlined below:

i. Monitoring and implementing Risk Management Plans;

ii. Ensures that the adequacy of the Company's Risk Management Framework is being assessed and that action is taken if it is inadequate;

iii. Reports Risk Management activities and information, including top risks and mitigation, to the Audit Committee and Board;

iv. Understands the significant or high risks affecting Company and ensures that processes to mitigate them are effective;

v. Reviewing and amending Risk Management Framework from time to time;

vi. Such other functions as may be delegated by the Board from time to time.

• Risk Management Core Team

The Risk Management Team oversees the process by which business division/function management identifies and assesses risks and determines appropriate responses. It addresses organizational risks and sets performance measure goals and key risk indicators for those risks. It takes care of the following:

i. Design, develop and periodically update the Risk Management framework and procedure;

ii. Ensure appropriateness of risk culture and understanding across the Company at all levels;

iii. Plan and organise risk management programs;

iv. Ensure adherence to Risk Management policies and procedures within Abbott;

v. Facilitate validators in preparation and execution of control validation plan;

vi. Conduct adequate awareness;

vii. The Core Team along with the concerned Division/Function heads identifies risks faced/ perceived by the Company and mitigation plans. The core team further evaluates whether the mitigation measures have helped bringing down the scale and magnitude of risk, from time to time.

S R B C & CO LLP, Chartered Accountants (ICAI Firm Registration No. : 324982E/E300003), were appointed as the Statutory Auditors at the Seventy-fifth Annual General Meeting of the Company held on August 22, 2019, for a period of five years i.e., from financial year 2019-20 to financial year 2023-24, to hold office till the conclusion of the Eightieth Annual General Meeting of the Company.

The Auditors' Report for the financial year 2022-23 does not contain any adverse remarks, qualifications or reservations or disclaimers, which require explanations/comments by the Board.

M/s Kishore Bhatia & Associates, Cost Accountants (Registration No. 00294), are the Cost Auditors of the Company for the financial year 2022-23.

M/s Kishore Bhatia & Associates are appointed as Cost Auditors of the Company for the financial year 2023-24 at a remuneration of ? 0.08 Crores plus taxes as applicable and reimbursement of out-of-pocket expenses. The said remuneration to the Cost Auditors shall be subject to ratification by the Members at the ensuing Annual General Meeting.

As per the provisions of Section 148(1) of the Companies Act, 2013, the Company has maintained the cost records, as specified by the Central Government.

Cost Audit Report along with the Compliance Report for the financial year 2021-22, issued by M/s Kishore Bhatia & Associates, Cost Auditors, was filed with the Ministry of Corporate Affairs on August 25, 2022 (due date of filing was

September 8, 2022).

M/s KPMG, Chartered Accountants, (ICAI Firm Registration No. BA62445) are the Internal Auditors of the Company. Internal Audit Report, their significant observations and follow up actions taken by the Management is reviewed by the Audit Committee on a quarterly basis.

Ms Neena Bhatia, Practising Company S ecr etary (Memb ership No. FCS 9492 and Certificate of Practice No. 2661) is the Secretarial Auditor of the Company for the financial year 2022-23.

The Secretarial Audit Report issued by Ms Neena Bhatia, Practising Company Secretary for the financial year ended March 31, 2023, does not contain any adverse remark, qualifications, reservations or declaimer except the observation that the name of the Company is appearing in the breach list displayed on the website of the BSE Limited for having foreign investment in excess of prescribed sectoral cap.

In this connection, the Company had received post-facto approval from the Department of Pharmaceuticals permitting the increase in foreign shareholding in excess of 75.11% from October 19, 2012 to January 14, 2021, which was subject A C to compounding with the Reserve Bank of India for the contravention of applicable rules under the Foreign Exchange Management Act, 2000.

The Company has filed the compounding application with the Reserve Bank of India and taking adequate steps in this regard.

The Secretarial Audit Report is annexed as “Annexure II” and forms part of this Report.

During the year under review, the Statutory Auditors, Cost Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act.

Abbott is an innovative and great place to work, that cares about and values its employees. The purpose and mission is to provide employees with the opportunity to change people's lives for the better, while living their own best lives personally and professionally. As they drive growth for the Company, the Company provides a supportive, inclusive culture and programs that help ensure their continued development and encourage them to build a successful career. The Company offers a variety of benefits and development opportunities that allow employees to build thriving workplace relationships and careers, along with financial security for themselves and their families.

The Company has 3,700 employees as on March 31, 2023. They are the pillars of the Company's growth and success. Employee well-being is a key priority and the Company is committed to protecting it.

The Company offers career development programs for employees from all levels of the organization to build a diverse, innovative workforce of the future. This is done with a particular focus on diversity, equity and inclusion.

All efforts resulted in Abbott being recognized amongst the ‘Top 10 Best Companies To Work For in India,' by Business Today-one of the leading business magazines.

A strong talent strategy has been developed to help attract and retain the right talent and emerge as the employer of choice in the Indian Healthcare Industry. The Company believes in motivating and engaging employees through shared goals, capability building initiatives, career growth opportunities and providing an environment of transparency, accountability and positive reinforcement.

The Abbott Global Training Site provides variety of materials and resources to meet the development and functional training needs of employees including role- based trainings, in-person trainings, eLearning (online training) and articles, accessible on real-time basis calendarized and localized programs are additionally designed basis need identification. The Learning and Development team caters to customized training requests from business in parallel to the open enrollments. E-Learning and virtual learning play an integral role in learning offerings and provides employees the flexibility they need. The Career Connect Platform helps employees to engage in new experiences, discover innovative ways to connect with colleagues globally and take advantage of personalized resources to create a high-impact development plan. Employees also have opportunities to work on Learning Gigs-an innovative concept facilitating voluntary project-based learnings with teams across any country within Abbott.

Talent Management Reviews : These programs focus on the development of key personnel who are part of the succession pipeline at various levels. They focus on building skills and capabilities required for the next level roles.

Transition Programs : These training programs are very specific to the employees who are getting into their new roles. As an employee transitions from being an individual contributor to a manager, this program provides the necessary support in navigating the complexity of being a manager.

The program focuses on building people manager leadership competencies and comes with three levels:

• Individual Contributor to People Manager;

• Manager to Director;

• Director to General Manager.

Key talent programs like In-Stride and Future Leaders Development Program aim at developing future leaders and accelerate their readiness into critical roles. The 12-month development journey consists of crossfunctional mentoring, classroom trainings, digital learning, leadership and business simulations, campus immersion at top class academic institutes and exposure to senior leaders to review development progress.

Executive coaching and mentoring are used as development interventions for senior leaders. They are based on the needs identified for senior leaders and a 6-12 months' engagement with an external senior coach is established. The goals are set up and agreed to by the coachee, coach and the manager. Success is measured by the achievement of milestones and development goals achieved by the coachee.

Leaders like the vice presidents, general managers, senior directors and functional leaders actively engage in mentoring talent across the organization. Mentoring develops employees to drive new, cross functional expertise and perspectives. Mentors are identified and a panel is created with expertise in a variety of areas of development to address the needs of our talent with respect to business and professional growth. The mentor-mentee pairs and groups are assigned based on need, expertise and personal attributes. Tools and guidelines to maximize learning are provided.

The Company helps managers accelerate their development and transition into senior leadership roles through skill building, experiences, and learnings from current leaders. The “Leading With Impact” program was offered to all people managers in the Company in 2021 to help them effectively lead people and the group underwent refresher programs on the same in 2022. The 12-week module consisting of online learning and simulations, on the job experiences, discussion with peers on the learnings, coaching from certified global coaches and pre and post program leadership effectiveness surveys, outlined modules such as See, Hear, Speak, Coach and Develop and is considered to be highly effective. Leading with Impact efforts are sustained through various initiatives like Pop Up quiz on Intranet portal, quarterly mailers related to employee life cycle processes, leader panel sessions, etc.

Diversity is fundamental at Abbott-in people, mindsets and business models. It's core to fulfilling the purpose and is embedded in values and is driven across leadership levels. Diversity is built into Abbott's worldview, workplaces and customer bases. The Company strives to create and provide

the work environment where every employee feels welcome and able to bring their whole self to work. This means integrating diversity, equity and inclusion in all areas of business and building teams reflective of the communities the Company serves.

Some key focus areas to help bring the Diversity, Equity and Inclusion vision at Abbott to life include:

• Equal Employment Opportunities s The Company's Equal Employment Opportunity Policy reinforces the commitment in ensuring that workplace is free from discrimination and employment is based solely on merit during external hiring and internal job movements. Opportunities are provided without discrimination on the basis of race, sex/gender, religion/caste/ creed, social or ethnic origin, color, age, differently abled (including physical medical conditions), sexual orientation, domestic partnership status, gender identity or expression, marital status, ancestry, genetic information or any other reason prohibited by laws in the country.

• Capability and Mindset : Initiatives to continue building managerial capability to leverage diverse ideas and talent and build high performing, inclusive teams are pivotal.

• Forums and Networks : Provide opportunities for employees to engage with and learn from different communities creating robust, extensive employee networks and resource groups.

All of these is reinforced by continuous communication and awareness to ensure we build sensitization and advocacy for an inclusive workplace.

There are various interventions for DE&I undertaken and promoted during the year:

• Women Leaders of Abbott (WLA) : WLA takes a proactive role in connecting women within the organization and offers dynamic programs and initiatives to enhance leadership experiences and career development of women. It acts as a platform for attracting, retaining and advancing women in the organization, thereby becoming an Employer of Choice for Women.

• Working Mothers of Abbott (WMA) : WMA is an

employee resource group launched in Abbott India in 2022 to provide working mothers an avenue to connect, support, share and learn from each other as they strongly navigate expectations of balancing work and motherhood.

• Happy Feet-Joy of Motherhood : Happy Feet is a program designed to support and provide a conducive work environment for our women employees as they step into the phase of motherhood. The document is shared with women employees who are expecting and also provide details of preparing for maternity leave and provide support before, during and after pregnancy.

• ASCENT-Abbott Second Careers Engagement Program : This program aims to strengthen our diversity commitment by providing second career opportunity to veterans and women returning from career breaks. ASCENT aims at empowering these professionals with relevant opportunities and providing the required support and flexibility to ensure a seamless transition.

• Unconscious Bias Training for all Managers: Building individual awareness of unconscious bias and their understanding of its impact at work.

• Wo-Mentoring Program : One of our key focus is the development of our key women talent and creating women leaders across levels. Our Wo-Mentoring program provides an accelerated development experience through a mentoring opportunity for identified key women talent over a nine-month mentoring program. The Wo-mentoring program which started in our head office, now extends to manufacturing and sales employees. We have mentored 200 women employees so far and of these 40% have had a role rotation, promotions and transfers.

• Empower: As a part of this initiative, women employees receive exposure to best-in-class expert workshops/ curated session as well as content that includes theme specific webinars, videos, articles and podcasts to sharpen and enhance their leadership skills like networking, building personal brands, resilience mindset, etc.

• Avenue : Avenue is an offering designed to support women during any relocation requirement due to a change in personal circumstances.

• Early Career Network : This employee resource group set up in India has been launched with the purpose to help our early career professionals explore the mammoth organization that Abbott is, engage and network with leaders and diverse talent across the organization. The aim is to help these individuals evolve as professionals resulting in long and meaningful careers with Abbott.

• Abbott Disability Network : To be a best-in-class network supporting people of all abilities within Abbott. We empower people with disabilities to reach their fullest career potential. We create a culture of understanding, awareness, advancement and advocacy for individuals with disabilities through education, training, outreach, volunteer events and collaboration.

The Company has an Internal Complaints Committee (ICC) in place as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Appropriate training under POSH is imparted to employees regularly. This training also forms part of the new Employee Orientation program.

During the year 2022-23, all the employees have undergone and completed the aforesaid mandatory training program.

1 complaint was received by the Company/ICC during the year, under the aforesaid Act and the same was appropriately closed.

The Company is committed to the protection of human health, safety and the environment. This commitment forms the basis for our EHS management systems and governance. Attainment of our long-range targets to reduce worker injuries and the environmental impacts of our business across our value chain is a priority. Meeting our targets, along with our EHS objectives, is the continuation of a long legacy of responsible business practices at Abbott that reflect our core values: Pioneering, Achieving, Caring and Enduring.

During the year, Goa plant received the prestigious Abbott Global EHS Excellence award for upgrading occupational health and fire protection facilities at site.

Site Safety Committee is formed at the plant having representation from both supervisory and non-supervisory staff. Committee meets at regular frequency to discuss and resolve EHS issues.

On-job, Classroom and Online EHS trainings are regularly arranged for employees. Training topics cover applicable EHS regulations, Abbott's EHS technical standards, firefighting, hazardous chemical and waste handling, Slip/Trip/Fall, Machine Guarding, Material Handling and emergency preparedness.

State of art centralized dust collection system is provided in the manufacturing facility which removes the dust generated during the process thus preventing employees from dust exposure. The dust which is also explosive in nature is vented out effectively with this dust collection unit as this system by design has features to protect the equipment and area around in event of explosion. Thus, ensuing safety of personnel and workplace in event of dust explosion.

Automatic sprinkler system is installed in raw material, packing material and finished goods store, thus providing 100% sprinkler coverage to entire warehouse which is the most expensive block at site. In event of fire the sprinklers will automatically get activated, extinguish the fire and also to prevent the spread of fire in adjacent areas, thus providing protection even during non-working hour. Total 25% of sites built up area has coverage of automatic sprinklers system.

Hazardous Area Classification (HAC) study was carried out for Plants where the chemical Flash Point (FP) is less than 65? C as per IS5572/2009 (Class A and B liquids). Hence all plants/areas where any chemical stored/handled has a FP less than 65? C will be considered for this Hazardous Area Classification Study. Chemicals handled above their flash point were also included, as they are considered as flammable at elevated temperatures above their flash point.

Special focus is maintained on critical safe work initiatives like contractor safety, hand safety, hot work and working on heights.

Mass awareness programs such as celebration of National Safety Week and Abbott EHS week were conducted to help build a sustainable EHS culture.

For EHS cultural enhancement, we are running Behavior Based Safety-BBS program which includes observation and correction of unsafe acts. There also exists system for reporting of unsafe conditions and near miss. Such initiatives have greatly helped improve positive EHS culture.

Various Road Safety programs were conducted for field employees during the year:

• 100% of the sales employees completed the online defensive riding refresher training module;

• 611 new sales employees were trained virtually on defensive riding skills and behaviors and COVID-19 Safety guidelines and behaviors, within 60 days of joining;

• 639 new sales employees were provided with 2 helmets (one for self and one for the pillion rider) as a part of the joining kit;

• A new online defensive driving refresher training module will be rolled-out to all field employee. This module covers all the new risks that a driver faces post COVID-19.

To further enhance employee engagement on road safety and defensive riding, a series of initiatives like quizzes and creative competitions were rolled-out with good participation from employees.

A responsibility towards the environment is part of Abbott's mandate. We continuously endeavor to minimize the use of renewable resources and cut down on carbon emission.

In all our initiatives, a holistic approach is adopted and efforts are made to curtail adverse environmental impact, if any. The Goa plant continued to implement multiple energy, water conservation and emission reduction projects.

The Company has a state-of-the-art effluent treatment plant with parameters of treated effluent well within the limit set by the local State Pollution Control Board. The rainwater harvesting project continues to save water by reducing the intake of purchased water.

In 2022-23 the effluent treatment plant was upgraded to next level by installing primary clarifier to remove solid particles and oil/grease. This will further improve the quality of treated water.

Multidisc screw press was introduced for sludge drying which is latest technology available in market. This helps in removing water from sludge at much faster rate and consumes 75% less power.

The transparent roofing sheet over sludge drying beds will prevent the ingress of rainwater during monsoon and also facilitates the sun drying of sludge. Hence efficient drying will reduce the total quantity of sludge generated which is disposed off as hazardous waste.

Furthermore, gas emissions from the boiler and generator stacks as well as the ambient air quality are monitored regularly and they are well within the limits set by the State Pollution Control Board. Vermi-composting unit is in place to convert canteen food waste into organic manure, which is used in the lawns and in the plantation inside the Goa factory premises.

Out of total non-hazardous waste generated at site, 60% of the waste is used for the beneficial purpose without undergoing any recycling process. Remaining 40% of waste is sent for recycling.

Out of total hazardous waste generated at site, 0.7% of the waste is incinerated without energy recovery, 0.3% is sent for recycling (used oil and e-waste). Rest 99 % of hazardous waste is disposed off through co-processing (in cement industries).

During the year, World Environment Day was celebrated as EHS mass awareness program.

Goa plant is certified as Zero Waste to Landfill facility which means no waste is disposed off through landfill.

The Company is adhering to the requirements of Plastic Waste Management Rules as laid down by the Ministry of Environment, Forests and Climate change.

As a responsible organization, we collected and reprocessed 100% of plastic packaging. We entered into agreement with waste management agency for this purpose and collected and processed 2,000 MT plastic packaging waste, from the states and union territories of India where we operate.

The required information under the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, etc. are annexed as “Annexure III” and forms part of this Report.

The Annual Return of the Company as on March 31, 2023 has been placed on the website of the Company at https://www. abbott.co.in/investor-relations.html.

Disclosures required in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as “Annexure IV” and forms part of this Report. However, as per the provisions of Sections 134 and 136 of the Companies Act, 2013, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding the Statement containing

Particulars of Employees, which is available for inspection by the Members up to the date of ensuing Annual General Meeting. Any Member interested in obtaining a copy of such Statement may write to the Company Secretary at investorrelations.india@abbott.com.

Business Responsibility and Sustainability Report as required under Regulation 34 of the SEBI Listing Regulations forms part of this Report.

Corporate Governance Report and Certificate from the Statutory Auditors of the Company on compliance of the conditions of Corporate Governance pursuant to the requirements of the SEBI Listing Regulations, form part of this Report.

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (SSI and SS2) respectively relating to Meetings of Board, its Committees and General Meetings.

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

The Company had received post-facto approval from the Department of Pharmaceuticals permitting the increase in foreign shareholding in excess of 75.11% from October 19,2012 to January 14, 2021, which was subject to compounding with the Reserve Bank of India for the contravention of applicable rules under the Foreign Exchange Management Act, 2000. The Company has filed the compounding application with the Reserve Bank of India and taking adequate steps in this regard.

The Company has overall cordial industrial relations. The Company continues to receive strong support from distributors, suppliers, vendors, stockists and other partners.

No fixed deposits were accepted during the year.

The Company has not granted any loan or provided any guarantees to or invested in securities of any other body corporate during the year.

No disclosure or reporting is required in respect of the following items as there were no transactions relating to these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. The Company does not have any joint venture or subsidiaries.

4. There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

5. There are no instances of one-time settlement during the financial year.

Your Board expresses gratitude towards all the employees, business partners, institutions, banks and the Members, for their continued trust and support to the Company.